Corporate
Governance Report
HPH Trust is a business trust constituted under the Business Trusts Act, Chapter 31A of Singapore (“BTA”). Hutchison Port Holdings
Management Pte. Limited (“Trustee-Manager”) as the trustee-manager of HPH Trust is responsible for managing the business of
HPH Trust as defined in the deed of trust dated 25 February 2011 and amended by the first supplemental deed dated 28 April
2014 (collectively, “Trust Deed”).
The Trustee-Manager strives to attain and maintain high standards of corporate governance best suited to the needs and
interests of HPH Trust group companies (“Group”) as it believes that eective corporate governance practices are fundamental to
safeguarding interests of unitholders and other stakeholders and enhancing unitholder value. Accordingly, the Trustee-Manager
has adopted and applied corporate governance principles that emphasise a quality Board of Directors (“Board”), eective
internal controls, stringent disclosure practices, transparency and accountability. It is, in addition, committed to continuously
improving these practices and inculcating an ethical corporate culture.
The Board sets out in this report the corporate governance principles and practices put in place for the year ended 31 December
2015 in reference to the BTA, the Business Trusts Regulations 2005 (“BTR”), the Code of Corporate Governance 2012 (“Code”) and
the Listing Manual of Singapore Exchange Securities Trading Limited (“SGX-ST Listing Manual”).
HPH Trust has complied throughout the financial year ended 31 December 2015 with all the principles and guidelines of the
Code, where applicable.
BOARD MATTERS
The Board’s Conduct of its A
airs
Principle 1
The Board, which is accountable to unitholders for the long-term performance of HPH Trust, is responsible for directing
the strategic objectives of HPH Trust and overseeing the management of the business. Directors are charged with the task
of promoting the success of HPH Trust and making decisions in the best interests of HPH Trust with due consideration on
sustainability issues. The Board has established a framework for the management of HPH Trust, putting in place all relevant
internal controls and risk management processes.
The Board, led by the Chairman (Non-executive), Mr. Fok Kin Ning, Canning, determines and monitors Group-wide strategies and
policies, annual budgets and business plans, evaluates the performance of HPH Trust, and supervises the management of HPH
Trust (“Management”). Management is responsible for the day-to-day operations of the Group under the leadership of Mr. Yim Lui
Fai, Gerry, the Chief Executive Officer (“CEO”).
The Board has established an Audit Committee to assist it in discharging its responsibilities.
The Board meets at least once every quarter with all Board and Board Committee meetings and the Annual General Meeting
dates scheduled well in advance, in consultation with the Board. Among other things, the Board approves the quarterly and full-
year financial results for release to Singapore Exchange Securities Trading Limited (“SGX-ST”) and material transactions requiring
announcements under the SGX-ST Listing Manual. Whenever warranted, additional meetings are held. Board meetings are also
supplemented by resolutions circulated to Directors for decisions as and when necessary.
The Trustee-Manager has adopted and documented internal guidelines setting forth matters reserved for Board approval
(“Reserved Matters”). The Reserved Matters include:
(a) Matters in relation to the overall strategy and management of the Group;
(b) Material changes to the Group’s capital or corporate structure;
(c) Matters involving financial reporting and distributions;
(d) Major investments, major capital projects and material transactions not in the ordinary course of business;
(e) Transactions between the Trustee-Manager for and on behalf of the Trust and any of its related parties; and
(f) Matters which require Board approval as specified under the SGX-ST Listing Manual, BTA or other relevant laws
and regulations.
OPTIMISING FOR THE FUTURE
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